The Act creates the University of Newcastle as a corporate body, vests governance in a Council (with Convocation, Academic Senate, staff and students), and makes promoting scholarship and research its object. The Council controls operations, finances and may commercialise assets to fund academic purposes.
Commercial activity is permitted but subject to mandatory Guidelines, a public Register, reporting and Minister/Governor approvals; Council members face statutory duties, disclosure and removal rules. This shifts decision authority to Council while allocating financial benefits, risks and compliance costs to the University, its members and users.
This Act establishes and governs the University of Newcastle. It creates the University as a body corporate (s 5) and sets out the University’s object and functions (s 6), the constitution and membership categories of the principal governing body, the Council (ss 4, 8A-8H, sch 1), the roles of key officers (Chancellor, Deputy Chancellor, Vice‑Chancellor) and the Academic Senate (ss 10-12, 15). It authorises the Council to manage University property (s 18), to acquire land through the Minister (s 20), to receive transfers of Crown land (s 21), to invest and manage funds (s 16; sch 2) and to engage in commercial activities and controlled entities subject to specified processes (ss 6(3), 16A; div 3, pt 4).
Mechanically, the Act:
Constitutes the governing architecture: Council as governing authority with specified membership categories, composition rules and tenure limits (ss 8A, 8B, 9; sch 1). The Council is given broad control and management functions over University affairs and financial powers (s 16).
Imposes statutory duties on Council members (s 21F; sch 2A) and prescribes removal procedures for breach of duty (s 21G) and for the Chancellor/Deputy Chancellor by no‑confidence votes (s 11A).
Requires the Council to adopt Guidelines for University commercial activities, to keep a Register of such activities, and to report to the Minister or respond to Ministerial requests and referrals (ss 21A-21E).
Regulates University property dealings: Council must obtain Ministerial approval before selling, mortgaging, charging or leasing “relevant land” (land acquired from the State at nominal or less than market value), with limited exceptions for leases (s 18).
Provides investment powers and mechanisms (s 16; sch 2), including authorisation to engage funds managers (sch 2 cl 2A) and to create investment common funds (sch 2 cl 3).
Current sections
Direct links to the current provisions in University of Newcastle Act 1989.
This Act commences on a day or days to be appointed by proclamation.
3
Definitions
3 Definitions
3 Definitions
(1) In this Act—
commercial functions of the University means the commercial functions described in section 6 (3) (a).
Council means the Council of the University.
University means the University of Newcastle established by this Act.
Note—
The Interpretation Act 1987 contains definitions and other provisions that affect the interpretation and application of this Act.
(2) In this Act, a reference to a graduate of the University is a reference to a person who is the recipient of a degree or diploma, or of such other award or certificate as may be prescribed by the by-laws, conferred or awarded—
(a) by the University,
(b) by or on behalf of any former institution that has, pursuant to this Act or to the Higher Education (Amalgamation) Act 1989 or otherwise, become a part of the University, or
(c) by any predecessor of any such institution.
(3) In this Act—
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
(4) Notes included in this Act do not form part of this Act.
s 3: Am 1989 No 130, Sch 2; 2001 No 101, Sch 5 [1]; 2004 No 115, Sch 6 [1].
Part 2
Constitution and functions of the University
Part 2 Constitution and functions of the University
Part 2 Constitution and functions of the University
4
Establishment of University
4 Establishment of University
4 Establishment of University
A University, consisting of—
(a) a Council,
(b) Convocation,
(c) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and
(d) the graduates and students of the University,
is established by this Act.
5
Incorporation of University
5 Incorporation of University
5 Incorporation of University
The University is a body corporate under the name of the University of Newcastle.
6
Object and functions of University
6 Object and functions of University
6 Object and functions of University
(1) The object of the University is the promotion, within the limits of the University’s resources, of scholarship, research, free inquiry, the interaction of research and teaching, and academic excellence.
(2) The University has the following principal functions for the promotion of its object—
(a) the provision of facilities for education and research of university standard, having particular regard to the needs of the Hunter region, the Central Coast and surrounding areas,
(b) the encouragement of the dissemination, advancement, development and application of knowledge informed by free inquiry,
(c) the provision of courses of study or instruction across a range of fields, and the carrying out of research, to meet the needs of the community,
(d) the participation in public discourse,
(e) the conferring of degrees, including those of Bachelor, Master and Doctor, and the awarding of diplomas, certificates and other awards,
(f) the provision of teaching and learning that engage with advanced knowledge and inquiry,
(g) the development of governance, procedural rules, admission policies, financial arrangements and quality assurance processes that are underpinned by the values and goals referred to in the functions set out in this subsection, and that are sufficient to ensure the integrity of the University’s academic programs.
(3) The University has other functions as follows—
(a) the University may exercise commercial functions comprising the commercial exploitation or development, for the University’s benefit, of any facility, resource or property of the University or in which the University has a right or interest (including, for example, study, research, knowledge and intellectual property and the practical application of study, research, knowledge and intellectual property), whether alone or with others,
(a1) without limiting paragraph (a), the University may generate revenue for the purpose of funding the promotion of its object and the carrying out of its principal functions,
(b) the University may develop and provide cultural, sporting, professional, technical and vocational services to the community,
(c) the University has such general and ancillary functions as may be necessary or convenient for enabling or assisting the University to promote the object and interests of the University, or as may complement or be incidental to the promotion of the object and interests of the University,
(d) the University has such other functions as are conferred or imposed on it by or under this or any other Act.
(4) The functions of the University may be exercised within or outside the State, including outside Australia.
s 6: Subst 2001 No 101, Sch 5 [2]. Am 2014 No 43, Sch 1.6 [1].
7
Facilities for students, staff and others
7 Facilities for students, staff and others
7 Facilities for students, staff and others
The University may, for the purposes of or in connection with the exercise of its functions, provide such facilities for its students and staff and other members of the university community as the University considers desirable.
s 7: Subst 2001 No 101, Sch 5 [3].
Part 3
The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Division 1
The Council
Division 1 The Council
Division 1 The Council
pt 3, div 1, hdg: Ins 2012 (447), Sch 1 [1].
8
Definitions
8 Definitions
8 Definitions
In this Division—
appointed member means a Council appointed member or a Ministerially appointed member.
categories of members—see section 8B (3).
constitution rules—see section 8B (4).
Council appointed member—see section 8F.
elected member—see section 8D.
external person means a person other than a member of the academic or non-academic staff of the University or an undergraduate or graduate student of the University.
graduate member—see section 8E.
Ministerially appointed member—see section 8G.
official member—see section 8H.
s 8: Subst 2012 (447), Sch 1 [1].
8A
Council
8A Council
8A Council
(1) There is to be a Council of the University.
(2) The Council is the governing authority of the University and has the functions conferred or imposed on it by or under this Act.
(3) Schedule 1 has effect in relation to the members and procedure of the Council.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8B
Size of Council
8B Size of Council
8B Size of Council
(1) The Council is to consist of a minimum of 11, and a maximum of 22, members.
(2) The total number of members is to be determined from time to time by a resolution passed by at least two-thirds of the members of the Council (the total number of members).
(3) The Council is to include the following categories of members—
(a) official members,
(b) elected members,
(c) Council appointed members,
(d) Ministerially appointed members.
(4) Subject to subsection (6), the number of members (other than official members) in each category is to be prescribed by rules made by the Council (in this Division called the constitution rules).
(5) A rule for the purposes of subsection (4) may be made only by a resolution passed by at least two-thirds of the members of the Council.
(6) The majority of the total number of members must be external persons.
Note—
Depending on the circumstances, the Chancellor may be counted as an external person for the purposes of subsection (6).
(7) The number of members in any one category of members must not at any time constitute a majority of the total number of members.
(8) The Council must give the Minister written notice of the terms of any resolution passed under this section within 7 days after it is passed.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8C
Qualifications and experience of members
8C Qualifications and experience of members
8C Qualifications and experience of members
(1) Of the members of the Council—
(a) at least 2 must have financial expertise (as demonstrated by relevant qualifications and by experience in financial management at a senior level in the public or private sector), and
(b) at least one must have commercial expertise (as demonstrated by relevant experience at a senior level in the public or private sector).
(2) All appointed members must have expertise and experience relevant to the functions exercisable by the Council and an appreciation of the object, values, functions and activities of the University.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8D
Elected staff and student members
8D Elected staff and student members
8D Elected staff and student members
(1) The constitution rules are to prescribe the number of persons to comprise the following categories of members—
(a) elected (academic staff) members,
(b) elected (non-academic staff) members,
(c) elected (student) members.
Note—
There may also be elected (graduate) members if the constitution rules so provide—see section 8E.
(2) Of the members elected under this section—
(a) at least one must be a member of the academic staff of the University elected by members of the academic staff, and
(b) at least one must be a member of the non-academic staff of the University elected by members of the non-academic staff, and
(c) at least one must be a student of the University who—
(i) is not employed on a full-time basis (or on such other basis as the by-laws may prescribe) as a member of the academic or non-academic staff of the University, and
(ii) is elected by the students of the University.
(3) The members referred to in subsection (2) (a)–(c) are—
(a) to have such qualifications as may be prescribed by the by-laws, and
(b) to be elected in the manner prescribed by the by-laws.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8E
Graduate members
8E Graduate members
8E Graduate members
(1) At least one member of the Council, or such greater number of members as may be prescribed by the constitution rules, must be external persons who are graduates of the University.
(2) The constitution rules may provide for the persons referred to in subsection (1) to become members of the Council in any one or more (or combination) of the following ways—
(a) by election as elected (graduate) members in the manner prescribed by the by-laws,
(b) by appointment by the Council under section 8F,
(c) by appointment by the Minister under section 8G.
(3) A rule providing for the appointment of a member by the Minister under section 8G may be made only with the approval of the Minister.
(4) The members referred to in subsection (1) are to have such qualifications (if any) as may be prescribed by the by-laws.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8F
Council appointed members
8F Council appointed members
8F Council appointed members
(1) The Council may appoint as members of the Council such number of external persons as is prescribed by the constitution rules for the category of Council appointed members.
(2) The by-laws are to prescribe the procedures for the nomination of persons for appointment under this section.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8G
Ministerially appointed members
8G Ministerially appointed members
8G Ministerially appointed members
(1) The Minister may appoint as members of the Council 2 external persons, or such greater number of external persons (not exceeding 6) as is prescribed by the constitution rules for the category of Ministerially appointed members.
(2) The Minister may not appoint a member of the Parliament of New South Wales, the Parliament of the Commonwealth or another State or the Legislative Assembly of a Territory as a Ministerially appointed member.
(3) Without limiting the discretion of the Minister under subsection (1), the Council may suggest to the Minister persons who the Council considers would be appropriate for appointment by the Minister.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8H
Official members
8H Official members
8H Official members
The official members of the Council are the following—
(a) the Chancellor,
(b) the Vice-Chancellor,
(c) the person for the time being holding the office of President of the Academic Senate (if the person is not the Vice-Chancellor) or of Deputy President of the Academic Senate (if the President is the Vice-Chancellor).
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
9
Term of office
9 Term of office
9 Term of office
(1) Subject to this Act, a member of the Council holds office as follows—
(a) in the case of an official member, while the member holds the office by virtue of which he or she is a member,
(b) in the case of a Ministerially appointed member or Council appointed member, for such term (not exceeding 4 years) as may be specified in the member’s instrument of appointment,
(c) in the case of an elected member other than an elected (graduate) member, for such term (not exceeding 2 years) as may be prescribed by the by-laws,
(d) in the case of an elected (graduate) member, for such term (not exceeding 4 years) as may be prescribed by the by-laws.
(2) The need to maintain an appropriate balance of experienced and new members on the Council must be taken into account—
(a) by the Council, when making the by-laws required under this section, and
(b) by the Minister and the Council, when appointing members to the Council.
(3) A person must not be appointed or elected to serve more than 12 consecutive years of office (unless the Council otherwise resolves in relation to the person).
s 9: Am 1989 No 130, Sch 2; 1999 No 85, Sch 1.27 [1]–[6]. Subst 2004 No 115, Sch 6 [2]. Am 2005 No 98, Sch 2.68. Subst 2012 (447), Sch 1 [1].
Division 2
Other officers and bodies
Division 2 Other officers and bodies
Division 2 Other officers and bodies
pt 3, div 2, hdg: Ins 2012 (447), Sch 1 [1].
10
Chancellor
10 Chancellor
10 Chancellor
(1) The Council shall—
(a) at its first meeting or as soon as practicable thereafter, and
(b) whenever a vacancy in the office of Chancellor occurs,
elect a person (whether or not a member of the Council) to be Chancellor of the University.
(2) The Chancellor, unless he or she sooner resigns or is removed from office as Chancellor or ceases to be a member of the Council, holds office for such period (not exceeding 4 years), and on such conditions, as may be prescribed by the by-laws.
(3) The Chancellor has the functions conferred or imposed on the Chancellor by or under this or any other Act.
s 10: Am 2011 No 51, Sch 3.7 [1].
11
Deputy Chancellor
11 Deputy Chancellor
11 Deputy Chancellor
(1) The Council shall—
(a) at its first meeting or as soon as practicable thereafter, and
(b) whenever a vacancy in the office of Deputy Chancellor occurs,
elect one of its members to be Deputy Chancellor of the University.
(2) The Deputy Chancellor, unless he or she sooner resigns or is removed from office as Deputy Chancellor or ceases to be a member of the Council, holds office for 2 years from the date of election and on such conditions as may be prescribed by the by-laws.
(3) In the absence of the Chancellor, or during a vacancy in the office of Chancellor or during the inability of the Chancellor to act, the Deputy Chancellor has all the functions of the Chancellor.
s 11: Am 2011 No 51, Sch 3.7 [2].
11A
Removal from office of Chancellor or Deputy Chancellor
11A Removal from office of Chancellor or Deputy Chancellor
11A Removal from office of Chancellor or Deputy Chancellor
(1) The Council may remove the Chancellor or Deputy Chancellor from office by a no confidence motion passed in accordance with this section if it considers it in the best interests of the University to do so.
(2) The removal from office may be effected only if the no confidence motion is supported by at least a two-thirds majority of the total number of members for the time being of the Council at two consecutive ordinary meetings of the Council.
(3) The Chancellor or Deputy Chancellor may be removed from office under this section despite section 21G (6) and without the need to establish any breach of duty.
(4) This section applies to the Chancellor and Deputy Chancellor holding office on the commencement of this section and all subsequent holders of those offices.
s 11A: Ins 2011 No 51, Sch 3.7 [3].
12
Vice-Chancellor
12 Vice-Chancellor
12 Vice-Chancellor
(1) The Council shall, whenever a vacancy in the office of Vice-Chancellor occurs, appoint a person (whether a member of the Council or not) to be Vice-Chancellor of the University.
(2) The Vice-Chancellor holds office for such period, and on such conditions, as the Council determines.
(3) The Vice-Chancellor is the principal executive officer of the University and has such functions as are conferred or imposed on the Vice-Chancellor by or under this or any other Act.
13
Visitor
13 Visitor
13 Visitor
(1) The Governor is the Visitor of the University but has ceremonial functions only.
(2) Accordingly, the Visitor has no functions or jurisdiction with respect to the resolution of disputes or any other matter concerning the affairs of the University (other than a matter involving the exercise of ceremonial functions only).
s 13: Subst 1994 No 16, Sch 1.
14
Convocation
14 Convocation
14 Convocation
(1) Convocation shall consist of—
(a) the members and past members of the Council,
(b) the graduates of the University,
(c) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and
(d) such graduates of other universities, or other persons, as are, in accordance with the by-laws, admitted as members of Convocation.
(2) The first meeting of Convocation shall be convened by the Vice-Chancellor.
(3) Subject to the by-laws, meetings of Convocation shall be convened and the business at the meetings shall be as determined by Convocation.
(4) A quorum at any meeting of Convocation shall be such number of members as may be prescribed by the by-laws.
(5) Convocation has such functions as may be prescribed by the by-laws.
(6) The Council may establish a Standing Committee and such other committees of Convocation as it considers necessary.
15
Academic Senate
15 Academic Senate
15 Academic Senate
(1) There shall be an Academic Senate of the University, consisting of—
(a) the Vice-Chancellor, and
(a1) the person for the time being holding the office of President of the Academic Senate (if the person is not the Vice-Chancellor), and
(b) such other persons as the Council may, in accordance with the by-laws, determine.
(2) Subject to subsection (1), the constitution and functions of the Academic Senate shall be as prescribed by the by-laws.
s 15: Am 2014 No 43, Sch 1.6 [2].
Part 4
Functions of Council
Part 4 Functions of Council
Part 4 Functions of Council
16
Functions of Council
16 Functions of Council
16 Functions of Council
(1A) The Council—
(a) acts for and on behalf of the University in the exercise of the University’s functions, and
(b) has the control and management of the affairs and concerns of the University, and
(c) may act in all matters concerning the University in such manner as appears to the Council to be best calculated to promote the object and interests of the University.
(1B) Without limiting the functions of the Council under subsection (1A), the Council is, in controlling and managing the affairs and concerns of the University—
(a) to monitor the performance of the Vice-Chancellor, and
(b) to oversee the University’s performance, and
(c) to oversee the academic activities of the University, and
(d) to approve the University’s mission, strategic direction, annual budget and business plan, and
(e) to oversee risk management and risk assessment across the University (including, if necessary, taking reasonable steps to obtain independent audit reports of entities in which the University has an interest but which it does not control or with which it has entered into a joint venture), and
(e1) without limiting paragraph (e), to enter into or participate in arrangements or transactions, or combinations of arrangements or transactions, to effect financial adjustments for the management of financial risks, and
(f) to approve and monitor systems of control and accountability for the University (including in relation to controlled entities within the meaning of section 16A), and
(g) to approve significant University commercial activities (within the meaning of section 21A), and
(h) to establish policies and procedural principles for the University consistent with legal requirements and community expectations, and
(i) to ensure that the University’s grievance procedures, and information concerning any rights of appeal or review conferred by or under any Act, are published in a form that is readily accessible to the public, and
(j) to regularly review its own performance (in light of its functions and obligations imposed by or under this or any other Act), and
(k) to adopt a statement of its primary responsibilities, and
(l) to make available for members of the Council a program of induction and of development relevant to their role as such a member.
(1) Without limiting the functions of the Council under subsection (1A), the Council may, for and on behalf of the University in the exercise of the University’s functions—
(a) provide such courses, and confer such degrees and award such diplomas and other certificates, as it thinks fit,
(b) appoint and terminate the appointment of academic and other staff of the University,
(c) (Repealed)
(d) obtain financial accommodation (including, without limitation, by the borrowing or raising of money) and do all things necessary or convenient to be done in connection with obtaining financial accommodation,
(e) invest any funds belonging to or vested in the University,
(f) promote, establish or participate in (whether by means of debt, equity, contribution of assets or by other means) partnerships, trusts, companies and other incorporated bodies, or joint ventures (whether or not incorporated),
(g) (Repealed)
(h) establish and maintain branches and colleges of the University, within the University and elsewhere,
(i) make loans and grants to students, and
(j) impose fees, charges and fines.
(2) The functions of the Council under this section shall be exercised subject to the by-laws.
(3) Schedule 2 has effect in relation to the investment of funds by the Council.
Note—
Division 7.3 of the Government Sector Finance Act 2018 regulates the provision of annual reporting information to Parliament by the Council and requires the Council to report on the University’s operations.
s 16: Am 1996 No 24, Sch 1; 2001 No 101, Sch 5 [4]–[11]; 2004 No 115, Sch 6 [3]; 2014 No 43, Sch 1.6 [3]; 2017 No 22, Sch 1.27 [1] [2].
s 16, note: Ins 2004 No 115, Sch 6 [4]. Subst 2018 No 70, Sch 4.109[1].
16A
Controlled entities
16A Controlled entities
16A Controlled entities
(1) The Council must ensure that a controlled entity does not exercise any function or engage in any activity that the University is not authorised by or under this Act to exercise or engage in, except to the extent that the Council is permitted to do so by the Minister under this section.
(2) The Minister may, by order in writing, permit the Council to authorise a controlled entity to exercise a function or engage in an activity of the kind referred to in subsection (1). Permission may be given in respect of a specified function or activity or functions or activities of a specified class.
(3) The Governor may make regulations providing that subsection (1) does not apply to functions or activities of a specified class.
(4) Nothing in the preceding subsections confers power on a controlled entity to engage in any activity.
(5) Nothing in the preceding subsections affects any obligations imposed on a controlled entity by or under any Act or law, other than an obligation imposed on the controlled entity by the Council at its discretion.
(5A) The Council is, as far as is reasonably practicable, to ensure—
(a) that the governing bodies of controlled entities—
(i) possess the expertise and experience necessary to provide proper stewardship and control, and
(ii) comprise, where possible, at least some members who are not members of the Council or members of staff, or students, of the University, and
(iii) adopt and evaluate their own governance principles, and
(iv) document, and keep updated, a corporate or business strategy containing achievable and measurable performance targets, and
(b) that a protocol is established regarding reporting by governing bodies of controlled entities to the Council.
(6) In this section—
controlled entity means a controlled entity (within the meaning of the Government Sector Finance Act 2018) of the University or Council.
s 16A: Ins 2001 No 101, Sch 5 [12]. Am 2004 No 115, Sch 6 [5]–[7]; 2018 No 70, Sch 4.109[2].
17
Delegation by Council
17 Delegation by Council
17 Delegation by Council
(1) The Council may, in relation to any matter or class of matters, or in relation to any activity or function of the University, by resolution, delegate all or any of its functions (except this power of delegation) to any member or committee of the Council or to any authority or officer of the University or to any other person or body prescribed by the by-laws.
(2) If a function of the Council is delegated to the Vice-Chancellor in accordance with subsection (1) and the instrument of delegation authorises the sub-delegation of the function, the Vice-Chancellor may (subject to any condition to which the delegation is subject) sub-delegate the function to any person or body referred to in subsection (1).
s 17: Am 1989 No 130, Sch 2; 2014 No 43, Sch 1.6 [4].
s 17A: Ins 2001 No 101, Sch 5 [13]. Am 2018 No 70, Sch 4.109[3].
17B
Recommendations of Ombudsman or Auditor-General
17B Recommendations of Ombudsman or Auditor-General
17B Recommendations of Ombudsman or Auditor-General
The Council must include in each annual report of the Council as part of the report of its operations a report as to any action taken by the Council during the period to which the report relates to implement any recommendation made in a report of the Ombudsman or the Auditor-General concerning the Council or the University—
(a) whether or not the recommendation relates to a referral by the Minister under section 21E, and
(b) whether or not the recommendation relates to a University commercial activity (as defined in section 21A).
s 17B: Ins 2001 No 101, Sch 5 [13].
18
Powers of Council relating to University property
18 Powers of Council relating to University property
18 Powers of Council relating to University property
(1) The Council has the control and management of land and other property vested in the University.
(2) The Council may, for the purposes of this Act—
(a) acquire land and other property, and
(b) agree to carry out conditions of the acquisition of the land or other property, and
(c) grant easements and covenants over land vested in the University, and
(d) subject to subsections (3) and (4), dispose of or otherwise deal with the following—
(i) land vested in the University,
(ii) other property of the University.
(3) The Council must not sell, mortgage, charge or lease relevant land without the Minister’s approval.
(4) Despite subsection (3), the Council does not require the Minister’s approval to—
(a) lease relevant land if—
(i) the term of the lease is no more than 21 years, and
(ii) the Council is satisfied the leasing of the land is consistent with the object and functions of the University under section 6, or
(b) lease relevant land if—
(i) the term of the lease is no more than 99 years, and
(ii) the leasing of the land is for the purposes of utilities infrastructure or utilities services, or
(c) enter into a planning agreement under the Environmental Planning and Assessment Act 1979, section 7.4 if the agreement does not require the University to dedicate relevant land free of cost.
(5) The rule of law against remoteness of vesting does not apply to a condition of the acquisition of property to which the University has agreed.
(6) In this section—
acquire includes acquire by purchase, gift, grant, bequest or devise.
other property means property other than land.
relevant land means land acquired by the University from the State at nominal or less than market value.
s 18: Am 1994 No 16, Sch 1; 2014 No 43, Sch 1.6 [5]–[7]; 2017 No 22, Sch 1.27 [3]; 2017 No 23, Sch 1.6. Subst 2024 No 66, Sch 6.
19
Powers of Council over certain property vested in Crown
19 Powers of Council over certain property vested in Crown
19 Powers of Council over certain property vested in Crown
(1) Where any property used for the conduct of the University is vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise), the Council has the control and management of that property and is responsible for its maintenance.
(2) Nothing in subsection (1) enables the Council to alienate, mortgage, charge or demise any land vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise).
(3) Notwithstanding subsection (2), the Council may (on behalf of the Crown or a Minister of the Crown) lease land of which it has, pursuant to this section, the control and management.
(4) Such a lease—
(a) must not be granted for a term (including any option for the grant of a further term) exceeding 21 years except with the approval of the Minister, and
(b) must contain a condition that the lease must not be assigned and such other conditions as the Council thinks fit.
(5) The Council is, in the exercise of its functions under this section, subject to the control and direction of the Minister.
s 19: Am 2014 No 43, Sch 1.6 [8] [9].
20
Acquisition of land
20 Acquisition of land
20 Acquisition of land
(1) The Minister may, for the purposes of this Act, acquire land (including an interest in land) by agreement or by compulsory process in accordance with the Land Acquisition (Just Terms Compensation) Act 1991.
(2) The Minister may do so only if the University—
(a) applies to the Minister for acquisition of the land, and
(b) makes provision to the satisfaction of the Minister for the payment of the purchase price or of compensation for compulsory acquisition (together with all necessary charges and expenses incidental to the acquisition).
(3) For the purposes of the Public Works Act 1912, any acquisition of land under this section is taken to be for an authorised work and the Minister is, in relation to that authorised work, taken to be the Constructing Authority.
(4) Sections 34, 35, 36 and 37 of the Public Works Act 1912 do not apply in respect of works constructed under this section.
s 20: Subst 1992 No 57, Sch 2.
21
Grant or transfer of certain land to University
21 Grant or transfer of certain land to University
21 Grant or transfer of certain land to University
(1) If land on which the University is conducted is vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise), the land may—
(a) if it is vested in the Crown—be transferred to the University subject to such trusts, conditions, covenants, provisions, exceptions and reservations as the Minister for Natural Resources thinks fit, or
(b) if it is vested in a Minister of the Crown—be conveyed or transferred to the University for such estate, and subject to such trusts and rights of way or other easements, as the Minister in whom the land is vested thinks fit.
(2) A conveyance, transfer or other instrument executed for the purposes of this section—
the Guidelines means the guidelines determined for the time being under section 21B.
University commercial activity means—
(a) any activity engaged in by or on behalf of the University in the exercise of commercial functions of the University, and
(b) any other activity comprising the promotion of, establishment of or participation in any partnership, trust, company or other incorporated body, or joint venture, by or on behalf of the University, that is for the time being declared by the Guidelines to be a University commercial activity.
s 21A: Ins 2001 No 101, Sch 5 [14]. Am 2014 No 43, Sch 1.6 [10].
21B
Guidelines for commercial activities
21B Guidelines for commercial activities
21B Guidelines for commercial activities
(1) The Council must by resolution determine, and must maintain, Guidelines requiring specified processes and procedures to be followed in connection with University commercial activities.
(2) The Council may by resolution amend or replace the Guidelines from time to time.
(3) Without limitation, the Guidelines may contain provision for or with respect to the following in connection with University commercial activities—
(a) requiring feasibility and due diligence assessment,
(b) requiring the identification of appropriate governance and administrative arrangements (including as to legal structures and audit requirements),
(c) requiring the undertaking of risk assessment and risk management measures,
(d) regulating and imposing requirements concerning the delegation by the Council of any of its functions under this Act in connection with University commercial activities,
(e) declaring a specified activity to be a University commercial activity for the purposes of paragraph (b) of the definition of that expression in section 21A,
(f) establishing a protocol regarding the rights and responsibilities of members of the Council in relation to commercialisation, with a view to avoiding real or apparent conflicts of interest.
(4) The Council must ensure that the Guidelines are complied with.
(5), (6) (Repealed)
s 21B: Ins 2001 No 101, Sch 5 [14]. Am 2014 No 43, Sch 1.6 [11] [12].
21C
Register of commercial activities
21C Register of commercial activities
21C Register of commercial activities
(1) The Council is to maintain a Register of University commercial activities and is to enter and keep in the Register the following details of each of those activities—
(a) a description of the activity,
(b) details of all parties who participate in the activity,
(c) details of any appointment by or on behalf of the University to relevant boards or other governing bodies,
(d) details of any meetings at which relevant matters were considered and approved for the purposes of compliance with the Guidelines,
(e) such other details as the Guidelines may require.
(2) The Guidelines may make provision for the following—
(a) exempting specified activities or activities of a specified class from all or specified requirements of this section,
(b) altering the details to be included in the Register in respect of specified activities or activities of a specified class,
(c) enabling related activities to be treated as a single activity for the purposes of the Register.
(3) The Council must comply with any request by the Minister to provide the Minister with a copy of the Register or any extract from the Register.
ss 21C–21E: Ins 2001 No 101, Sch 5 [14].
21D
Reports to Minister on commercial activities
21D Reports to Minister on commercial activities
21D Reports to Minister on commercial activities
(1) The Minister may request a report from the Council as to University commercial activities or as to any particular University commercial activity or aspect of a University commercial activity.
(2) The Council must provide a report to the Minister in accordance with the Minister’s request.
ss 21C–21E: Ins 2001 No 101, Sch 5 [14].
21E
Referral of matters to Ombudsman or Auditor-General
21E Referral of matters to Ombudsman or Auditor-General
21E Referral of matters to Ombudsman or Auditor-General
The Minister may refer a University commercial activity or any aspect of a University commercial activity (whether or not the subject of a report by the Council to the Minister)—
(a) to the Auditor-General for investigation and report to the Minister, or
(b) as a complaint to the Ombudsman that may be investigated by the Ombudsman as a complaint under the Ombudsman Act 1974.
ss 21C–21E: Ins 2001 No 101, Sch 5 [14].
Part 4A
Duties of Council members
Part 4A Duties of Council members
Part 4A Duties of Council members
pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 6 [8].
21F
Duties of Council members
21F Duties of Council members
21F Duties of Council members
The members of the Council have the duties set out in Schedule 2A.
pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 6 [8].
21G
Removal from office for breach of duty
21G Removal from office for breach of duty
21G Removal from office for breach of duty
(1) The Council may remove a member of the Council from office for breach of a duty set out in Schedule 2A.
(2) The removal from office may be effected only at a meeting of the Council of which notice (including notice of the motion that the member concerned be removed from office for breach of duty) was duly given.
(3) The removal from office may be effected only if the motion for removal is supported by at least a two-thirds majority of the total number of members for the time being of the Council.
(4) The motion for removal must not be put to the vote of the meeting unless the member concerned has been given a reasonable opportunity to reply to the motion at the meeting, either orally or in writing.
(5) If the member to whom the motion for removal refers does not attend the meeting, a reasonable opportunity to reply to the motion is taken to have been given if notice of the meeting has been duly given.
(6) A member of the Council may not be removed from office by the Council for breach of duty except pursuant to this section.
pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 6 [8].
Part 5
General
Part 5 General
Part 5 General
22
Advance by Treasurer
22 Advance by Treasurer
22 Advance by Treasurer
The Treasurer may, with the approval of the Governor, advance to the Council money for the temporary accommodation of the University on such terms and conditions in relation to repayment and interest as may be agreed upon.
22A
Stamp duty exemption
22A Stamp duty exemption
22A Stamp duty exemption
(1) Unless the Treasurer otherwise directs in a particular case, neither the University nor the Council is liable to duty under the Duties Act 1997, in respect of anything done by the University or Council for the purposes of the borrowing of money or the investment of funds of the University under this Act.
(2) The Treasurer may direct in writing that any other specified person is not liable to duty under the Duties Act 1997 in respect of anything done for the purposes of the borrowing of money or the investment of funds of the University under this Act, and the direction has effect accordingly.
s 22A: Ins 2001 No 101, Sch 5 [15].
23
Financial year
23 Financial year
23 Financial year
The financial year of the University is—
(a) if no period is prescribed as referred to in paragraph (b)—the year commencing on 1 January, or
(b) the period prescribed by the by-laws for the purposes of this section.
24
No religious test or political discrimination
24 No religious test or political discrimination
24 No religious test or political discrimination
A person shall not, because of his or her religious or political affiliations, views or beliefs, be denied admission as a student of the University or be ineligible to hold office in, to graduate from or to enjoy any benefit, advantage or privilege of the University.
25
Exemption from membership of body corporate or Convocation
25 Exemption from membership of body corporate or Convocation
25 Exemption from membership of body corporate or Convocation
A student or graduate of the University or a member of staff of the University is entitled to be exempted by the Council, on grounds of conscience, from membership of the body corporate of the University or of Convocation, or both.
26
Re-appointment or re-election
26 Re-appointment or re-election
26 Re-appointment or re-election
Nothing in this Act prevents any person from being re-appointed or re-elected to any office under this Act if the person is eligible and otherwise qualified to hold that office.
27
Seal of University
27 Seal of University
27 Seal of University
The seal of the University shall be kept in such custody as the Council may direct and shall only be affixed to a document pursuant to a resolution of the Council.
Note—
Documents requiring authentication may be sufficiently authenticated without a seal in accordance with section 50 (3) of the Interpretation Act 1987.
s 27: Am 2013 No 47, Sch 1.37 [1].
28
By-laws
28 By-laws
28 By-laws
(1) The Council may make by-laws, not inconsistent with this Act, for or with respect to any matter that is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act and, in particular, for or with respect to—
(a) the management, good government and discipline of the University,
(b) the method of election of members of the Council who are to be elected,
(c) the manner and time of convening, holding and adjourning the meetings of the Council or Academic Senate,
(d) the manner of voting (including postal voting or voting by proxy) at meetings of the Council or Academic Senate,
(e) the functions of the presiding member of the Council or Academic Senate,
(f) the conduct and record of business of the Council or Academic Senate,
(g) the appointment of committees of the Council or Academic Senate,
(h) the quorum and functions of committees of the Council or Academic Senate,
(i) the resignation of members of the Council, the Chancellor, the Deputy Chancellor or the Vice-Chancellor,
(j) the tenure of office, stipend and functions of the Vice-Chancellor,
(k) the designation of members of staff of the University as academic staff, non-academic staff, full-time staff, part-time staff or otherwise,
(l) the number, stipend, manner of appointment and dismissal of officers and employees of the University,
(m) admission to, enrolment in and exclusion from courses of studies,
(n) the payment of such fees and charges, including fines, as the Council considers necessary, including fees and charges to be paid in respect of—
(i) entrance to the University,
(ii) tuition,
(iii) lectures and classes,
(iv) examinations,
(v) residence,
(vi) the conferring of degrees and the awarding of diplomas and other certificates,
(vii) the provision of amenities and services, whether or not of an academic nature, and
(viii) an organisation of students or of students and other persons,
(o) the exemption from, or deferment of, payment of fees and charges, including fines,
(p) without limiting the operation of paragraphs (n) and (o), the imposition and payment of penalties for parking and traffic infringements,
(q) the courses of lectures or studies for, the assessments for and the granting of degrees, diplomas, certificates and honours and the attendance of candidates for degrees, diplomas, certificates and honours,
(r) the assessments for, and the granting of, fellowships, scholarships, exhibitions, bursaries and prizes,
(s) the admission of students and former students of other universities and institutions of higher education to any status within the University or the granting to graduates of such universities or institutions, or to other persons, of degrees or diplomas without examination,
(t) the establishment and conduct of places of accommodation for students (including residential colleges and halls of residence within the University) and the affiliation of residential colleges,
(u) the affiliation with the University of any educational or research establishment,
(v) the creation of faculties, schools, departments, centres or other entities within the University,
(w) the provision of schemes of superannuation for the officers and employees of the University,
(x) the form and use of academic costume,
(y) the form and use of an emblem of the University or of any body within or associated with the University,
(z) the use of the seal of the University, and
(aa) the making, publication and inspection of rules.
(2) A by-law has no effect unless it has been approved by the Governor.
s 28: Am 1994 No 16, Sch 1; 2004 No 115, Sch 6 [9].
29
Rules
29 Rules
29 Rules
(1) The by-laws may empower any authority (including the Council) or officer of the University to make rules (not inconsistent with this Act or the by-laws) for or with respect to any or all of the matters for or with respect to which by-laws may be made, except the matters referred to in sections 3 (2), 8B, 8D (2) (c) (i) and (3) (a), 8E (4), 8F, 8G, 9 (1) (c) and (d), 10 (2), 14 (1), 16 (1) (d) and (e), 23 and 28 (1) (k) and clause 3 of Schedule 1 (to the extent it relates to appointments).
(1A) Despite subsection (1), only the Council may be empowered to make rules for or with respect to which by-laws may be made concerning matters referred to in sections 8D (3) (b), 8E (2) (a) and 28 (1) (b) and clause 3 of Schedule 1 (to the extent it relates to elections) (election rules).
(1B) Election rules must be consistent with sound and democratic electoral practices, procedures and methods of voting.
(1C) The Council must ensure that any election rule it makes is made readily available to the public by whatever means the Council considers appropriate as soon as practicable after it is made.
(2) A rule—
(a) has the same force and effect as a by-law, and
(b) may, from time to time, be amended or repealed by the Council (whether or not the Council is empowered to make such a rule), or by the authority or officer of the University for the time being empowered to make such a rule, and
(c) takes effect on the day on which it is published or on such later day as may be specified in the rule, and
(d) must indicate the authority or officer who made the rule and that it is made under this section.
(3) In the event of an inconsistency between a by-law and a rule, the by-law prevails to the extent of the inconsistency.
(4) The fact that a provision of this Act specifically provides for a matter to be the subject of by-laws (without mention of rules) does not prevent the matter from being the subject of rules made in accordance with this section.
s 29: Subst 1994 No 16, Sch 1. Am 2004 No 115, Sch 6 [10]; 2012 (447), Sch 1 [2] [3]; 2014 No 43, Sch 1.6 [13]–[16].
30
Recovery of charges, fees and other money
30 Recovery of charges, fees and other money
30 Recovery of charges, fees and other money
Any charge, fee or money due to the University under this Act may be recovered as a debt in any court of competent jurisdiction.
(2) The Council of the University of Newcastle, as constituted immediately before the repeal of the University of Newcastle Act 1964, is dissolved.
(3) The persons holding office as members of the Council, Chancellor and Deputy Chancellor immediately before the repeal of the University of Newcastle Act 1964 cease to hold office as such on that repeal.
32
Savings and transitional provisions
32 Savings and transitional provisions
32 Savings and transitional provisions
Schedule 3 has effect.
Schedule 1
Provisions relating to members and procedure of the Council
Schedule 1 Provisions relating to members and procedure of the Council
Schedule 1 Provisions relating to members and procedure of the Council
(Section 9)
sch 1: Am 1999 No 85, Sch 1.27 [7]; 1999 No 94, sec 7 (2) and Sch 5, Part 2; 2001 No 101, Sch 5 [16]; 2004 No 115, Sch 6 [11]; 2011 No 51, Sch 3.7 [4] [5]; 2012 (447), Sch 1 [4] [5].
6A
Use of technology
6A Use of technology
6A Use of technology
(1) Without limiting clause 6, a meeting of the Council may be called or held using any technology consented to by all the members of the Council.
(2) The consent may be a standing one.
(3) A member may only withdraw his or her consent a reasonable period before the meeting.
(4) If the members are not all in attendance at one place and are holding a meeting using technology that permits each member to communicate with other members—
(a) the members are, for the purpose of every provision of this Act and by-laws concerning meetings of the Council, taken to be assembled together at a meeting and to be present at that meeting, and
(b) all proceedings of those members conducted in that manner are as valid and effective as if conducted at a meeting at which all of them were present.
Schedule 2
Investment
Schedule 2 Investment
Schedule 2 Investment
(Section 16)
sch 2: Subst 1989 No 179, Sch 1. Am 2001 No 101, Sch 5 [17]; 2014 No 43, Sch 1.6 [17] [18].
2A
Funds managers
2A Funds managers
2A Funds managers
(1) The Council may engage a funds manager to act in relation to the management of the funds belonging to or vested in the University.
(2) Such a funds manager may on behalf of the Council invest funds of the University in any investment in which the funds manager is authorised to invest its own funds or other funds.
Schedule 2A
Duties of Council members
Schedule 2A Duties of Council members
Schedule 2A Duties of Council members
(Section 21F)
sch 2A: Ins 2004 No 115, Sch 6 [12]. Am 2008 No 23, Sch 3.50; 2010 No 19, Sch 3.119 [1] [2]; 2013 No 47, Sch 1.37 [2].
Schedule 3
Savings and transitional provisions
Schedule 3 Savings and transitional provisions
Schedule 3 Savings and transitional provisions
(Section 32)
sch 3: Am 1989 No 130, Sch 2; 1994 No 16, Sch 1; 1999 No 85, Sch 1.27 [8]; 2001 No 101, Sch 5 [18]; 2002 No 53, Sch 2.26; 2004 No 115, Sch 6 [13] [14]; 2012 (447), Sch 1 [6] [7] (ins 2012 (625), Sch 1 [3]); 2014 No 43, Sch 1.6 [19] [20]; 2017 No 22, Sch 1.27 [4].
Part 1A
General
Part 1A General
Part 1A General
1A
Savings or transitional regulations
1A Savings or transitional regulations
1A Savings or transitional regulations
(1) The regulations may contain provisions of a savings or transitional nature consequent on the enactment of this Act or any Act that amends this Act.
(2) Any such provision may, if the regulations so provide, take effect from the date of assent to the Act concerned or a later date.
(3) To the extent to which any such provision takes effect from a date that is earlier than the date of its publication in the Gazette, the provision does not operate so as—
(a) to affect, in a manner prejudicial to any person (other than the State or an authority of the State), the rights of that person existing before the date of its publication, or
(b) to impose liabilities on any person (other than the State or an authority of the State) in respect of anything done or omitted to be done before the date of its publication.
Part 6
Provisions consequent on enactment of Universities Legislation Amendment (Regulatory Reforms) Act 2014
Part 6 Provisions consequent on enactment of Universities Legislation Amendment (Regulatory Reforms) Act 2014
This Act may be cited as the University of Newcastle Act 1989.
2 Commencement
2 Commencement
2 Commencement
This Act commences on a day or days to be appointed by proclamation.
3 Definitions
3 Definitions
3 Definitions
(1) In this Act—
commercial functions of the University means the commercial functions described in section 6 (3) (a).
Council means the Council of the University.
University means the University of Newcastle established by this Act.
Note—
The Interpretation Act 1987 contains definitions and other provisions that affect the interpretation and application of this Act.
(2) In this Act, a reference to a graduate of the University is a reference to a person who is the recipient of a degree or diploma, or of such other award or certificate as may be prescribed by the by-laws, conferred or awarded—
(a) by the University,
(b) by or on behalf of any former institution that has, pursuant to this Act or to the Higher Education (Amalgamation) Act 1989 or otherwise, become a part of the University, or
(c) by any predecessor of any such institution.
(3) In this Act—
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
(4) Notes included in this Act do not form part of this Act.
s 3: Am 1989 No 130, Sch 2; 2001 No 101, Sch 5 [1]; 2004 No 115, Sch 6 [1].
Part 2 Constitution and functions of the University
Part 2 Constitution and functions of the University
Part 2 Constitution and functions of the University
Sets administrative processes: power to make by‑laws and rules (ss 28-29), provision for by‑laws to require Governor approval (s 28(2)), and rules regarding elections and public availability of election rules (s 29(1A)-(1C)).
Prescribes reporting and oversight linkages with external accountability bodies: statutory operation of the Ombudsman Act 1974, Government Sector Finance Act 2018 and Government Sector Audit Act 1983 to the University (s 17A); requirement to report on actions taken in response to Auditor‑General or Ombudsman recommendations (s 17B); Minister may refer university commercial activities to Auditor‑General or Ombudsman (s 21E).
The Act therefore sets the legal framework for governance, financial management, property, commercialisation and external oversight of the University. It distributes decision rights: Council holds primary decision‑making authority over the University’s affairs (s 16(1A)), with specified constraints imposed by Ministerial approvals (notably on certain land dealings s 18(3)), by obligations to maintain Guidelines and Registers for commercial activity (ss 21B-21C), and by external oversight mechanisms (ss 17A, 21E). Duties and disclosure obligations are statutory (s 21F; sch 2A), and the Act creates mechanisms for removal, reporting and ministerial direction where prescribed.
Main concepts
The Act organises a set of core legal concepts that determine governance, financial activity and accountability.
Object and functions (s 6)
The University’s object is to promote scholarship, research, free inquiry and academic excellence "within the limits of the University’s resources" (s 6(1)). Principal functions include education and research provision, dissemination of knowledge, participation in public discourse and conferring awards (s 6(2)). The Act expressly permits commercial functions for the University’s benefit (s 6(3)(a)), including commercial exploitation of University facilities, resources and intellectual property, and allows those functions to be exercised within or outside the State or Australia (s 6(4)).
Council as governing authority (ss 8A, 16)
The Council is the statutory governing authority (s 8A(2)) and has broad control and management of University affairs (s 16(1A)-(1B)). The Council approves mission, strategic direction, budget and business plan, oversees academic activities and risk management, approves systems of control and significant commercial activities, and is responsible for governance policies and induction and development for members (s 16(1B)(d)-(l)).
Composition and membership (ss 8B-8H; sch 1)
The Council must have between 11 and 22 members (s 8B(1)). Membership categories include official members (Chancellor, Vice‑Chancellor, President/Deputy President of Academic Senate), elected staff and student members, Council appointed members and Ministerially appointed members (ss 8B(3), 8H). The Council must have an external‑person majority (s 8B(6)), and minimum qualifications including at least two members with financial expertise and at least one with commercial expertise (s 8C).
Duties and accountability (s 21F; sch 2A)
Council members are placed under statutory duties in Schedule 2A: duty to act in the best interests of the University (cl 1), duty to exercise care and diligence (cl 2), prohibitions on improper use of position or information (cls 3-4), and disclosure obligations for material interests with rules for exclusion from deliberation (cl 5). The Council has power to remove members for breaches of those duties under prescribed procedures (s 21G).
Commercial activities, Guidelines and Register (ss 21A-21C)
The Act defines University commercial activity (s 21A), requires the Council to determine and maintain Guidelines prescribing processes for commercial activities (s 21B), and to maintain a Register recording specified details of commercial activities (s 21C). The Guidelines can require due diligence, governance arrangements, risk assessment and conflict‑of‑interest protocols (s 21B(3)(a)-(d), (f)). The Minister may request reports and refer commercial activities to the Auditor‑General or Ombudsman (ss 21D-21E).
Property, land and Crown land (ss 18-21)
The Council controls University land and property (s 18(1)), and can acquire, deal with, and grant easements (s 18(2)). Sales, mortgages, charges or leases of "relevant land" (land acquired from the State at nominal or less than market value) require Ministerial approval (s 18(3)), with exceptions for certain lease terms and utilities infrastructure (s 18(4)). Where University property is vested in the Crown, the Council has management and maintenance responsibility but limited alienation powers, with leases subject to Ministerial approval for terms >21 years and conditions (s 19).
Investments and funds management (s 16; sch 2)
The Council may obtain financial accommodation, invest University funds, establish or participate in companies, trusts, joint ventures and related entities (s 16(1)(d)-(f)). Schedule 2 addresses funds management including engagement of funds managers (cl 2A), investment common funds (cl 3) and trust‑terms precedence (cl 4). The Council’s investment actions are subject to any express trust terms (sch 2 cl 4).
External oversight and reporting (ss 17A-17B)
The Act states that it does not limit the operation of the Ombudsman Act 1974, Government Sector Finance Act 2018 or Government Sector Audit Act 1983 in respect of the University (s 17A). The Council must report annually on actions taken to implement Auditor‑General and Ombudsman recommendations (s 17B).
Regs, by‑laws and rules (ss 28-29)
The Council may make by‑laws (subject to Governor approval in s 28(2)) and empower authorities to make rules (s 29). Election rules have special requirements to be consistent with democratic practice and to be publicly available (s 29(1A)-(1C)). By‑laws prevail over rules to the extent of inconsistency (s 29(3)).
Together these concepts allocate decision rights within the University, set statutory duties and disclosure regimes for Council members, require process controls and transparency for commercialisation and investments, and create checks through Ministerial approvals and external oversight.
Who it affects
Primary institutional actors
The University of Newcastle as a corporate body is the principal legal subject of the Act (s 5). The Council, constituted and empowered by the Act, is the governing body with statutory duties and operational responsibilities (ss 8A; 16). The Vice‑Chancellor, Chancellor and Deputy Chancellor hold office and powers defined by the Act (ss 10-12).
Council members and potential appointees
Persons who are or may become Council members are directly regulated. The Act prescribes membership categories and composition (ss 8B-8H), qualifications (s 8C), terms of office and re‑appointment limits (s 9), disclosure obligations (sch 2A cl 5) and statutory duties (s 21F; sch 2A). Removal mechanisms for breach of duty (s 21G) or by no‑confidence for Chancellor/Deputy Chancellor (s 11A) affect incumbents.
Students, staff, graduates and Convocation
Students, professors and graduates are included as constituent parts of the University in s 4 and are represented in Council membership categories (s 4; s 8D). The Act protects persons from discrimination on religious or political grounds in admission and University offices (s 24). Convocation as a body is established and may have by‑law‑prescribed functions; graduates are affected by graduate‑member provisions (s 8E) and Convocation composition (s 14).
Minister, Treasurer and Governor
The Minister is a named actor with appointment powers (s 8G), approval powers (s 18(3) for certain land dealings), authority to request reports on commercial activities (s 21D), and to refer commercial activities to Auditor‑General or Ombudsman (s 21E). The Treasurer may advance money to the Council with Governor approval (s 22), and may direct stamp‑duty exemptions (s 22A). By‑laws require Governor approval (s 28(2)), and the Governor is the Visitor with ceremonial functions only (s 13).
External oversight bodies and auditors
The Ombudsman and Auditor‑General have statutory interaction: the Act preserves their operation in relation to the University (s 17A), requires annual reporting on action taken in response to their recommendations (s 17B), and allows Ministerial referrals of commercial activities to them (s 21E). The Government Sector Finance Act 2018 is noted as regulating reporting to Parliament by the Council (s 16 note).
Controlled entities, partners and investors
Controlled entities within the meaning of the Government Sector Finance Act 2018 are regulated: the Council must ensure controlled entities do not exercise functions the University is not authorised to exercise unless Ministerial permission is obtained (s 16A(1)-(2)). The Council may participate in partnerships, trusts, companies or joint ventures (s 16(1)(f)), affecting third‑party partners and investors.
Creditors, contractors and land parties
The Council’s powers to borrow, invest and enter financial arrangements (s 16(1)(d)-(e), (e1)) and to acquire, lease and transfer land (ss 18-21) affect financiers, contractors and property counterparties. Stamp duty exemption on borrowing and investment transactions affects parties to those transactions unless Treasurer directs otherwise (s 22A).
Who pays, who decides
The Council pays and decides in ordinary course, for example imposing fees (s 16(1)(j); s 28(1)(n)), making investments and incurring borrowing (s 16(1)(d)-(e)). The Minister decides on appointment of specified Council members (s 8G), approval of certain land dealings (s 18(3)) and may direct or request reports (ss 21D, 21E). The Treasurer and Governor have financial and formal decision roles (ss 22, 22A, 28(2)).
Indirectly affected groups
The Act’s commercialisation regime (div 3) and the Council’s ability to participate in business entities may affect the local economy, community users of University facilities and third parties entering joint ventures with the University (s 6(2)(a); s 6(3)). Staff and academic governance are affected by powers vested in the Academic Senate and the Council’s authority to appoint staff and determine academic arrangements (ss 15; 16(1)(a)-(b)).
In sum, the Act affects internal University actors (Council members, officers, staff, students, graduates), specified State actors (Minister, Treasurer, Governor), external oversight bodies (Ombudsman, Auditor‑General) and commercial counterparties engaged with the University’s investment, land and commercial operations.
Key duties and rights
Statutory duties of Council members
The Act places explicit duties on Council members via s 21F and the detailed Schedule 2A. Schedule 2A requires members to act in good faith in the best interests of the University and for proper purposes (cl 1), to act honestly and with reasonable care and diligence (cl 2), and not to improperly use their position or information to gain an advantage or cause detriment (cls 3-4). Material interest disclosure and conflicted participation rules are set out in cl 5, with record‑keeping requirements and disqualification from deliberation unless the Council otherwise determines (sch 2A cl 5(1)-(5)).
Removal and enforcement rights
The Council has the power to remove a member for breach of the duties set out in Schedule 2A, but removal requires procedural safeguards: notice of the motion and a two‑thirds majority of the total number of members (s 21G(1)-(4)). Removal for breach of duty is the statutory enforcement mechanism for member misconduct; the Chancellor and Deputy Chancellor are separately removable by a two‑thirds no‑confidence motion at two consecutive ordinary meetings (s 11A).
Council’s rights and responsibilities
The Council’s statutory functions include acting on behalf of the University, controlling and managing University affairs and exercising functions as it considers best to promote the University’s object and interests (s 16(1A)). The Council approves mission, strategic direction, budget and business plan, oversees risk management and audit arrangements, approves significant commercial activities, and establishes policies and grievance procedure publication obligations (s 16(1B)(d)-(l)). The Council may delegate functions (s 17) and appoint committees (sch 1 cl 4).
Individual rights protected by the Act
The Act provides that a person shall not be denied admission, office, graduation or benefits because of religious or political affiliation, views or beliefs (s 24). Students, graduates and staff may seek exemption from compulsory membership of the University’s body corporate or Convocation on grounds of conscience (s 25). The public and members have inspection rights: particulars of disclosures of material interest must be recorded in a book open for inspection on payment of a reasonable fee (sch 2A cl 5(3)).
Property and commercial rights
The Council has power to acquire, manage and deal with land and other property vested in the University (s 18(1)-(2)). It may grant easements, leases and other dealings subject to Ministerial approval for certain "relevant land" (s 18(3)-(4)). The Council can obtain financial accommodation, invest funds and enter into joint ventures and corporate structures (s 16(1)(d)-(f)); it may engage funds managers and establish investment common funds under Schedule 2 (sch 2 cl 2A, cl 3).
Transparency, reporting and oversight obligations
The Council must determine and maintain Guidelines for commercial activities and ensure compliance (s 21B(1), (4)), maintain a Register of University commercial activities (s 21C(1)), respond to Ministerial requests for reports (s 21D) and be subject to referrals of commercial activities to Auditor‑General and Ombudsman by the Minister (s 21E). The Council must include, in each annual report, actions taken to implement Ombudsman/Auditor‑General recommendations (s 17B).
Rights concerning by‑laws and rules
The Council may make by‑laws on a broad range of matters (s 28(1)), subject to Governor approval (s 28(2)). The by‑laws may empower authorities to make rules, and rules have the same force and effect as by‑laws (s 29(2)(a)). However, by‑laws prevail over inconsistent rules (s 29(3)). Election rules must adhere to democratic practices and be made publicly available (s 29(1B)-(1C)).
Limitations and immunities
Members and persons acting under direction have statutory protection from personal liability for acts or omissions done in good faith for the purpose of executing this Act (sch 1 cl 5). The Act does not confer power on controlled entities beyond any authorization (s 16A(4)), and controlled entity obligations under other Acts remain unaffected except as imposed by the Council at its discretion (s 16A(5)).
Collectively, these duties, rights and procedural provisions define the legal conduct expected of Council members and the decision powers and oversight duties of the Council as the University’s governing authority. They combine substantive obligations (duties of care, loyalty and disclosure) with process protections and reporting obligations to external actors.
Penalties and enforcement
Express removal and disciplinary mechanisms
The principal enforcement mechanisms in the Act are removal from office and internal disciplinary measures. The Council may remove a member for breach of duty as defined in Schedule 2A, but removal requires formal notice and a two‑thirds majority of total Council membership (s 21G(1)-(4)). The Chancellor or Deputy Chancellor may be removed by a no‑confidence resolution passed by a two‑thirds majority at two consecutive ordinary meetings (s 11A(1)-(2)). The Act explicitly provides that a member may not be removed other than under s 21G (s 21G(6)), i.e. removal for breach of duty is structured and constrained.
Administrative oversight and reporting
The Act creates enforcement pressure via reporting obligations and external oversight rather than criminal sanctions. The Council must report annually on actions taken to implement recommendations of the Auditor‑General or Ombudsman (s 17B). The Minister can request reports on University commercial activities (s 21D) and can refer matters to the Auditor‑General or as a complaint to the Ombudsman (s 21E). Those referral powers enable independent investigations which may produce public reports and recommendations with consequential reputational and administrative effects.
Ministerial control and approvals
Some enforcement or constraint of Council action occurs through Ministerial approval requirements. For example, the Council must obtain the Minister’s approval before selling, mortgaging, charging or leasing "relevant land" (s 18(3)). The Minister’s approval acts as a legal gate: transactions without required approval would be beyond the Council’s authorised powers under the Act. Where property is vested in the Crown, the Council is subject to the Minister’s control and direction in exercising its functions under s 19(5).
Civil enforcement and remedies
The Act provides for recovery of money due to the University as a debt in court (s 30). It also contains a provision preserving immunity for acts or omissions done in good faith: no personal liability for Council members or persons acting under the Council for acts in good faith for executing the Act (sch 1 cl 5). The disclosure clause provides that contravention of the disclosure provision does not invalidate a Council decision (sch 2A cl 5(6)). These features limit private civil remedies against Council members for certain acts.
Regulatory limits on controlled entities
The Council must ensure controlled entities do not exercise functions the University is not authorised to exercise, unless the Minister permits such activities by written order (s 16A(1)-(2)). The Governor may make regulations providing exemptions (s 16A(3)). A controlled entity engaging in unauthorised activities may thereby be acting beyond the lawful scope permitted by the Act, subject to any Ministerial permission.
Limited criminal or pecuniary penalties in the Act
The Act does not establish specific criminal penalties or pecuniary fines for breach of duties by Council members in Schedule 2A, nor does it prescribe statutory fines for non‑compliance with many administrative obligations. Enforcement is framed through removal, reporting, oversight referrals and Ministerial approvals rather than statutory prosecution within this Act.
Other mechanisms affecting compliance
By‑laws require Governor approval (s 28(2)), creating a formal control on the Council’s internal rule‑making. Election rules must be consistent with democratic practice and be publicly available (s 29(1B)-(1C)), with the potential for reputational and procedural remedies if not complied with. The Ombudsman and Auditor‑General exercises their powers under their respective Acts in relation to the University (s 17A), meaning administrative findings, recommendations and reports can generate follow‑on action.
In short, enforcement is primarily institutional and administrative: removal from office, Ministerial approvals and referrals to external auditors/ombudsman produce accountability channels. The Act leans on external oversight, reporting obligations and internal governance safeguards rather than on criminal sanctions or statutory financial penalties contained within this text.
How it interacts with other laws
Direct statutory cross‑references
The Act expressly incorporates or preserves interaction with multiple other statutes. Section 3 notes the Interpretation Act 1987 contains definitions and provisions affecting the Act’s interpretation. Section 17A states that nothing in this Act limits the operation of the Ombudsman Act 1974, the Government Sector Finance Act 2018 or the Government Sector Audit Act 1983 in respect of the University. The Act therefore accepts those Acts’ continuing applicability.
Land acquisition and public works law
Land acquisition for University purposes is governed by the Land Acquisition (Just Terms Compensation) Act 1991 where the Minister acquires land under s 20(1)-(2). Acquisitions under s 20 are taken to be for an authorised work under the Public Works Act 1912, with the Minister treated as the Constructing Authority for that work (s 20(3)). However, s 20(4) excludes certain sections of the Public Works Act 1912 (ss 34-37) in respect of such works. Section 21 allows transfer of Crown land to the University and specifies stamp duty and registration exemptions in s 21(2).
Environmental planning provisions
Section 18(4)(c) permits the Council to enter into a planning agreement under s 7.4 of the Environmental Planning and Assessment Act 1979 if the agreement does not require dedication of University land free of cost. This links land dealings and planning obligations to the EP&A Act's framework.
Stamp duty and duties law
Section 21(2)(a) explicitly exempts conveyances/transfers made under s 21 from stamp duty under the Stamp Duties Act 1920; s 22A later provides an exemption from duty under the Duties Act 1997 for borrowing or investment transactions undertaken for University purposes unless the Treasurer directs otherwise. These provisions interact with state taxation statutes by prescribing carve‑outs.
Corporations and disqualification
Schedule 1 cl 2(f) treats a Council member as vacating office if disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001. The Act therefore imports the federal corporations disqualification regime to the Council’s membership eligibility.
Oversight and audit frameworks
The Act recognises the Auditor‑General’s and Ombudsman’s jurisdiction (s 17A) and allows Ministerial referral of commercial activities to those bodies (s 21E). The note to s 16 connects the Council to the Government Sector Finance Act 2018 (Div 7.3) in relation to annual reporting to Parliament.
Regulations, orders and Governor’s powers
The Governor may make regulations excluding subsection (1) of s 16A (s 16A(3)) and by‑laws require Governor approval (s 28(2)). The Universities Governing Bodies Act 2011 and the Universities Governing Bodies (University of Newcastle) Order 2012 are mentioned in transitional and adoption provisions (pt 5). The Act contains multiple transitional and savings provisions referencing amending Acts and Orders, showing interaction across legislative instruments.
Trust and funds law
Schedule 2 contains special provisions concerning trust funds and the precedence of express trust terms over Council investment powers (sch 2 cl 4). The Council’s investment powers and use of funds managers (sch 2 cl 2A) must be exercised consistent with trust obligations and other statutes governing public authorities and investments.
Omissions and preserved obligations
Section 16A(5) clarifies that nothing in subsection (1) affects obligations imposed on controlled entities by or under any Act or law, other than obligations imposed by the Council at its discretion. Thus, controlled entities remain subject to external legal duties beyond the Act.
Practical effect of these interactions
Practically, the Act embeds the University within the broader statutory framework governing public finance, public works, land acquisition, environmental planning, taxation and public administration. Council decision‑making must therefore account for cross‑statutory constraints (e.g. Ministerial approvals under land provisions, taxation exemptions directed by the Treasurer, audits and investigations by the Auditor‑General/Ombudsman). The Act itself both creates internal governance rules and defers to existing external regulatory regimes.
Amendment history
The text provided contains numerous amendment annotations within sections and schedules identifying past changes and their source Acts or instruments. The Act has been amended multiple times, with the following features visible in the source text:
Section 3 shows amendments recorded as "Am 1989 No 130, Sch 2; 2001 No 101, Sch 5 [1]; 2004 No 115, Sch 6 [1]" indicating early and later amendments to definitions.
Section 6 (object and functions) was substituted by 2001 No 101 (Sch 5) and further amended in 2014 (No 43, Sch 1.6 [1]), showing legislative modification of the University’s object and the explicit addition of commercial functions (s 6(3)) at least by the 2001 amendment.
Part 3 Division 1 (ss 8A-8H) and related definitions were inserted in 2012 (2012 (447), Sch 1 [1]) reflecting adoption of a standard governing body model; multiple notes across ss 8A-8H reflect that 2012 instrument.
Section 9’s term provisions record multiple amendments, including 1999 No 85, 2004 No 115 and 2012 (447) insertions, signalling iterative changes to tenure and maximum consecutive years (s 9).
Schedule 1 entries show amendments across 1999, 2001, 2004, 2011 and 2012 (see sch 1 header notes), indicating procedural and membership adjustments over time.
New Part 4A (Duties of Council members, ss 21F-21G) was inserted by 2004 No 115 (Sch 6 [8]) with further amendments to Schedule 2A (duty clauses) indicated by later instruments (sch 2A insertions and amendments noted 2004 onwards).
The commercial activities framework (div 3) was inserted in 2001 No 101 (Sch 5 [14]), with later amendments in 2014 (No 43, Sch 1.6 [10]) and transitional provisions preserving prior Guidelines (pt 6, cl 24).
Investment provisions in Schedule 2 were substituted and amended across 1989, 2001 and 2014 (see sch 2 header notes), and funds managers powers were added (sch 2 cl 2A).
Section 17A and s 17B (operation of Ombudsman/Auditor‑General and reporting recommendations) were inserted in 2001 (Sch 5 [13]), with note of amendment in 2018 No 70 (Sch 4.109[3]).
Section 18 was substituted in 2024 No 66, Sch 6 according to the annotation at s 18, indicating a recent recasting of property powers and the definition of "relevant land".
Provisions implementing the Universities Governing Bodies Act 2011 and the governing body resolution of 2012 are reflected in Part 5 (cl 21) and associated orders (Universities Governing Bodies (University of Newcastle) Order 2012) referenced in the schedule notes.
The Act includes multiple transitional and savings Parts and clauses (Schedule 3 and Parts 1A-7) which set out provisions consequent on earlier amendments (for example, amendments in 1994, 1999, 2001, 2004, 2012, 2014 and 2017 are expressly recorded in the schedule notes and Parts 3-7). Those transitional clauses specify how existing appointments, by‑laws, investments and elections are treated following amendments.
This source text records the Act’s amendment trajectory in footnotes and schedule cross‑references, showing iterative legislative reform of governance, duties, commercialisation oversight, investment powers and Council composition. To trace the precise content and operative dates of each amendment, a practitioner must consult the amending Acts and instruments cited in the margin notes (for example, University Legislation Amendment Act 2004; Universities Legislation Amendment (Financial and Other Powers) Act 2001; Universities Governing Bodies (University of Newcastle) Order 2012; Statute Law (Miscellaneous Provisions) Act 2017; Universities Legislation Amendment (Regulatory Reforms) Act 2014; and the 2024 substitution noted at s 18).
Litigation history
The Act’s text as provided does not catalogue case law or judicial decisions. No court judgments, appeals, or tribunal determinations are named or summarised in the statutory text or schedules supplied. The Act does, however, create hooks for external review and administrative investigation which give rise in practice to potential complaints and reports rather than to criminal prosecution within the instrument itself:
The Minister may refer University commercial activities to the Auditor‑General or to the Ombudsman (s 21E). Such referrals are administrative routes that may generate Auditor‑General reports or Ombudsman investigations; the Act requires the Council to report on actions taken in response to reports from those bodies (s 17B).
The Act preserves the operation of the Ombudsman Act 1974 and the Government Sector Audit Act 1983 in respect of the University (s 17A), and so Ombudsman or audit investigations under those Acts can lead to findings, recommendations and public reporting that could be relied upon in subsequent litigation in other forums.
The Act confers statutory duties on Council members (sch 2A) and establishes removal procedures (s 21G). While the Act does not specify criminal sanctions, potential disputes about the validity of removal decisions, interpretation of duties, or the application of disclosure rules could be the subject of judicial review or civil litigation, though no such matters are detailed in the statute.
Because the statute itself provides no litigation record, practitioners seeking litigation history must consult external legal databases and case law reporters to identify any judicial treatment of the Act’s provisions, disputes arising under it, or litigation involving the University or its Council members. The Act’s references to administrative oversight (Ombudsman, Auditor‑General) indicate likely sources of published reports which may have generated legal consequences or secondary litigation, but those are not contained in the statutory text supplied.
In short, the statutory text contains no internal litigation history. To identify decisions that interpret the Act,on duties in Schedule 2A, property dealing requirements in s 18, or the limits of controlled entities in s 16A,review of reported decisions and administrative reports outside this text is necessary.
Gotchas
Several provisions create legal hooks where practitioners, Council members or third parties commonly misstep if they do not read the Act closely.
"Relevant land" disposal requires Ministerial approval (s 18)
The Council has control of University land (s 18(1)-(2)), but selling, mortgaging, charging or leasing "relevant land" (land acquired from the State at nominal or less than market value) needs the Minister’s approval (s 18(3)). Exception carve‑outs for leases of up to 21 years or up to 99 years for utilities infrastructure exist (s 18(4)(a)-(b)), but those exceptions are specific and conditioned. Practitioners should not assume unfettered property powers for land previously acquired from the State.
Ministerial discretion over controlled entities (s 16A)
The Council must ensure controlled entities do not undertake functions the University is not authorised to undertake, unless the Minister grants permission in writing (s 16A(1)-(2)). The Governor may prescribe classes of functions exempted from subsection (1) (s 16A(3)). Consequently, commercial activity conducted by a controlled entity may be validly curtailed by the Council or require formal Ministerial permission,don’t assume a controlled entity’s corporate capacity alone authorises activity.
Guidelines, Register and Ministerial oversight for commercial activities (ss 21B-21E)
The Council must determine Guidelines for University commercial activities (s 21B(1)) and maintain a Register with prescribed details (s 21C). The Guidelines may declare activities to be University commercial activities (s 21B(3)(e)). The Minister can request reports (s 21D) and refer matters to the Auditor‑General or Ombudsman (s 21E). Failure to comply with the Guidelines or to keep the Register can attract Ministerial scrutiny and referral to independent auditors or the Ombudsman.
Duties, disclosure, and the narrow removal procedure (sch 2A; s 21G)
Schedule 2A imposes duties and a disclosure regime (cl 5) and the Council may remove a member only in accordance with s 21G’s prescribed process. Members must disclose material interests as soon as possible (sch 2A cl 5(1)); particulars of disclosures must be recorded and made available for inspection (sch 2A cl 5(3)). However, contravention does not invalidate Council decisions (sch 2A cl 5(6)), so remedies may be limited. Removal requires notice and a two‑thirds majority (s 21G), so tactical use of removal procedures has procedural constraints.
By‑laws require Governor approval; rules may be subordinate (ss 28-29)
By‑laws have no effect unless approved by the Governor (s 28(2)). The Council may make by‑laws on many topics (s 28(1)), and by‑laws may empower officers to make rules (s 29(1)). Yet in the event of inconsistency, the by‑law prevails over a rule (s 29(3)). Practitioners should ensure powers exercised under rules have proper by‑law authorisation where necessary and that Governor approval is sought where the by‑law is required to be effective.
Election rules and public availability (s 29(1A)-(1C))
Election rules must be consistent with sound democratic practices and the Council must make them readily available to the public as soon as practicable (s 29(1B)-(1C)). Failure to publish election rules or to adhere to democratic practices may expose election outcomes to procedural challenge.
Immunity for good‑faith acts but limited remedies (sch 1 cl 5)
Schedule 1 cl 5 shields Council members and those acting under authority from personal liability for acts or omissions done in good faith for executing the Act. This protects decision‑makers but can also limit individual remedies where parties allege misconduct. Conversely, the Act allows removal for breaches of duty but not criminal penalties within this instrument, so misconduct consequences are primarily administrative.
Investment and trust constraints (sch 2 cl 4)
The Council’s investment powers are subject to any express directions in trust instruments (sch 2 cl 4). Bringing trust funds into common investment funds is allowed but trust terms prevail. Trustees and fiduciary duties applicable to trust funds continue to constrain the Council’s investment decisions.
Seal and formalities (s 27)
The University seal must be affixed only pursuant to a resolution of the Council (s 27). Documents may be authenticated without a seal under the Interpretation Act (s 27 note), but failure to follow required formalities (e.g. Council resolution where a seal is expected) can create technical defects.
Interaction with other statutes (multiple provisions)
The Act keeps the operation of other Acts intact (s 17A). Practitioners must remember that Ombudsman, Government Sector Finance and Audit, Land Acquisition and Public Works regimes continue to apply and can affect University transactions. For example, land acquisitions under s 20 are treated within the Public Works Act framework but with some exclusions (s 20(3)-(4)).
These are concrete statutory points where misreading or assumption that internal entitlements are unfettered can lead to invalid transactions or governance disputes. The Act mixes internal autonomy with externally imposed approvals and oversight, and practitioners must map both to any action.
How to comply
Set up and maintain required governance structures
Ensure Council composition complies with statutory requirements: between 11 and 22 members with an external‑person majority (s 8B(1), (6)); include official members (Chancellor, Vice‑Chancellor, President/Deputy President of Academic Senate) (s 8H); implement constitution rules for numbers in each category and provide for graduate members where required (ss 8B(3)-(4), 8E). Adopt by‑laws and election rules consistent with s 28 and s 29, ensuring election rules are democratically sound and publicly available (s 29(1A)-(1C)).
Document and operationalise duties and disclosure
Adopt processes to give effect to Schedule 2A duties: provide induction and development programs (s 16(1B)(l)), maintain a disclosure book recording particulars of material interest disclosures and make it available for inspection on payment of a reasonable fee (sch 2A cl 5(3)). Ensure members are informed of their duty to disclose material interests as soon as possible (sch 2A cl 5(1)), and create internal protocols on exclusion from deliberations unless the Council otherwise determines (sch 2A cl 5(4)-(5)).
Implement Guidelines and Register for commercial activities
The Council must determine and maintain Guidelines for University commercial activities and ensure compliance (s 21B(1), (4)). The Guidelines should specify due diligence, governance structures, risk assessment, delegation limits and conflict‑of‑interest protocols (s 21B(3)(a)-(d), (f)). Maintain the Register of University commercial activities and enter required details: descriptions, participating parties, appointments to governing bodies, meeting details showing compliance with Guidelines and any other details required by the Guidelines (s 21C(1)). Be prepared to provide copies or extracts of the Register to the Minister on request (s 21C(3)).
Manage controlled entities and seek permissions when needed
Ensure controlled entities’ governing bodies possess necessary expertise, include external members where possible, adopt governance principles, maintain business strategies with measurable targets and establish reporting protocols to the Council (s 16A(5A)(a)(i)-(iv), (b)). Do not permit controlled entities to perform functions beyond the University’s statutory authority without obtaining a written order of permission from the Minister (s 16A(1)-(2)). Record any Ministerial permissions and check for regulations that may exempt certain classes of functions (s 16A(3)).
Observe property and land‑dealing constraints
Before selling, mortgaging, charging or leasing relevant land (land acquired from the State at nominal or less than market value), obtain the Minister’s approval (s 18(3)). For lease transactions, assess whether the lease falls within the exception (term ≤21 years, consistent with University object; s 18(4)(a)) or the utilities infrastructure exception permitting up to 99 years (s 18(4)(b)). Ensure planning agreements under the Environmental Planning and Assessment Act 1979 section 7.4 do not require dedication of land free of cost if relying on s 18(4)(c). If property is Crown‑vested, follow limits on alienation and the requirement that leases over 21 years need Ministerial approval (s 19(2)-(4)) and be subject to conditions.
Follow investment and trust constraints
When investing funds, respect express trust conditions: the investment powers and bringing funds into common investment funds are subject to any express directions in trust instruments (sch 2 cl 4). If engaging funds managers, document authorisation and mandate scope in accordance with sch 2 cl 2A. If establishing investment common funds, maintain records of contributions, valuations and distributions consistent with sch 2 cl 3. Ensure periodic distribution of income or capital treatment decisions align with sch 2 cl 3(3)-(4).
Comply with reporting and external oversight
Respond promptly to Ministerial requests for reports on commercial activities (s 21D). Prepare to respond if the Minister refers matters to the Auditor‑General or Ombudsman (s 21E). Include in the Council’s annual report a description of actions taken to implement recommendations in reports of the Ombudsman or Auditor‑General concerning the Council or University (s 17B). Ensure financial reporting meets obligations under the Government Sector Finance Act 2018 where applicable (s 16 note).
Make by‑laws and rules properly
Draft by‑laws to address required matters (s 28(1)) and submit them for Governor approval where necessary (s 28(2)). Where by‑laws empower officers to make rules, ensure the delegation aligns with ss 29(1) and 29(1A) and that election rules are consistent with sound democratic practice and readily available to the public (s 29(1B)-(1C)). Remember by‑laws prevail over inconsistent rules (s 29(3)).
Protect against liability and document decisions
Make use of the statutory protection for good‑faith acts (sch 1 cl 5) by ensuring decisions are taken in good faith and properly minuted. Keep robust records of Council meetings, resolutions and delegations, noting that the seal must be affixed only pursuant to a Council resolution (s 27).
Plan for appointments, terms and transitions
Observe term limits and eligibility (s 9), including the 12‑year consecutive service cap (s 9(3)) and by‑law provisions on re‑election or re‑appointment (s 26). When filling vacancies, follow sch 1 cl 3 and any by‑law procedures. When making Council appointments, ensure qualifications in s 8C are considered (financial and commercial expertise) and that majority external membership is maintained (s 8B(6)).
Adopt conflict‑management practices
Establish a protocol to manage Council members’ rights and responsibilities in relation to commercialisation to avoid real or apparent conflicts of interest (s 21B(3)(f)). Integrate conflict policy with disclosure mechanisms in sch 2A cl 5 and ensure members recuse where appropriate per that clause.
Coordinate with external counsel and auditors
For complex property, commercial or controlled‑entity transactions, obtain external legal and financial advice to ensure compliance with the Act and related statutes referenced in the Act (e.g. Land Acquisition Act, Public Works Act, Duties Acts, Corporations Act). Engage auditors to produce independent reports where s 16(1B)(e) indicates the Council may take steps to obtain independent audits of entities where necessary.
These compliance steps translate statutory obligations into actionable governance, record‑keeping, reporting and transactional processes aligned with the Act’s requirements. Regular review of by‑laws, Guidelines, Registers and training for Council members will reduce legal risk and support transparent decision‑making.
(c) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and
(d) the graduates and students of the University,
is established by this Act.
5 Incorporation of University
5 Incorporation of University
5 Incorporation of University
The University is a body corporate under the name of the University of Newcastle.
6 Object and functions of University
6 Object and functions of University
6 Object and functions of University
(1) The object of the University is the promotion, within the limits of the University’s resources, of scholarship, research, free inquiry, the interaction of research and teaching, and academic excellence.
(2) The University has the following principal functions for the promotion of its object—
(a) the provision of facilities for education and research of university standard, having particular regard to the needs of the Hunter region, the Central Coast and surrounding areas,
(b) the encouragement of the dissemination, advancement, development and application of knowledge informed by free inquiry,
(c) the provision of courses of study or instruction across a range of fields, and the carrying out of research, to meet the needs of the community,
(d) the participation in public discourse,
(e) the conferring of degrees, including those of Bachelor, Master and Doctor, and the awarding of diplomas, certificates and other awards,
(f) the provision of teaching and learning that engage with advanced knowledge and inquiry,
(g) the development of governance, procedural rules, admission policies, financial arrangements and quality assurance processes that are underpinned by the values and goals referred to in the functions set out in this subsection, and that are sufficient to ensure the integrity of the University’s academic programs.
(3) The University has other functions as follows—
(a) the University may exercise commercial functions comprising the commercial exploitation or development, for the University’s benefit, of any facility, resource or property of the University or in which the University has a right or interest (including, for example, study, research, knowledge and intellectual property and the practical application of study, research, knowledge and intellectual property), whether alone or with others,
(a1) without limiting paragraph (a), the University may generate revenue for the purpose of funding the promotion of its object and the carrying out of its principal functions,
(b) the University may develop and provide cultural, sporting, professional, technical and vocational services to the community,
(c) the University has such general and ancillary functions as may be necessary or convenient for enabling or assisting the University to promote the object and interests of the University, or as may complement or be incidental to the promotion of the object and interests of the University,
(d) the University has such other functions as are conferred or imposed on it by or under this or any other Act.
(4) The functions of the University may be exercised within or outside the State, including outside Australia.
s 6: Subst 2001 No 101, Sch 5 [2]. Am 2014 No 43, Sch 1.6 [1].
7 Facilities for students, staff and others
7 Facilities for students, staff and others
7 Facilities for students, staff and others
The University may, for the purposes of or in connection with the exercise of its functions, provide such facilities for its students and staff and other members of the university community as the University considers desirable.
s 7: Subst 2001 No 101, Sch 5 [3].
Part 3 The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Division 1 The Council
Division 1 The Council
Division 1 The Council
pt 3, div 1, hdg: Ins 2012 (447), Sch 1 [1].
8 Definitions
8 Definitions
8 Definitions
In this Division—
appointed member means a Council appointed member or a Ministerially appointed member.
categories of members—see section 8B (3).
constitution rules—see section 8B (4).
Council appointed member—see section 8F.
elected member—see section 8D.
external person means a person other than a member of the academic or non-academic staff of the University or an undergraduate or graduate student of the University.
graduate member—see section 8E.
Ministerially appointed member—see section 8G.
official member—see section 8H.
s 8: Subst 2012 (447), Sch 1 [1].
8A Council
8A Council
8A Council
(1) There is to be a Council of the University.
(2) The Council is the governing authority of the University and has the functions conferred or imposed on it by or under this Act.
(3) Schedule 1 has effect in relation to the members and procedure of the Council.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8B Size of Council
8B Size of Council
8B Size of Council
(1) The Council is to consist of a minimum of 11, and a maximum of 22, members.
(2) The total number of members is to be determined from time to time by a resolution passed by at least two-thirds of the members of the Council (the total number of members).
(3) The Council is to include the following categories of members—
(a) official members,
(b) elected members,
(c) Council appointed members,
(d) Ministerially appointed members.
(4) Subject to subsection (6), the number of members (other than official members) in each category is to be prescribed by rules made by the Council (in this Division called the constitution rules).
(5) A rule for the purposes of subsection (4) may be made only by a resolution passed by at least two-thirds of the members of the Council.
(6) The majority of the total number of members must be external persons.
Note—
Depending on the circumstances, the Chancellor may be counted as an external person for the purposes of subsection (6).
(7) The number of members in any one category of members must not at any time constitute a majority of the total number of members.
(8) The Council must give the Minister written notice of the terms of any resolution passed under this section within 7 days after it is passed.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8C Qualifications and experience of members
8C Qualifications and experience of members
8C Qualifications and experience of members
(1) Of the members of the Council—
(a) at least 2 must have financial expertise (as demonstrated by relevant qualifications and by experience in financial management at a senior level in the public or private sector), and
(b) at least one must have commercial expertise (as demonstrated by relevant experience at a senior level in the public or private sector).
(2) All appointed members must have expertise and experience relevant to the functions exercisable by the Council and an appreciation of the object, values, functions and activities of the University.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8D Elected staff and student members
8D Elected staff and student members
8D Elected staff and student members
(1) The constitution rules are to prescribe the number of persons to comprise the following categories of members—
(a) elected (academic staff) members,
(b) elected (non-academic staff) members,
(c) elected (student) members.
Note—
There may also be elected (graduate) members if the constitution rules so provide—see section 8E.
(2) Of the members elected under this section—
(a) at least one must be a member of the academic staff of the University elected by members of the academic staff, and
(b) at least one must be a member of the non-academic staff of the University elected by members of the non-academic staff, and
(c) at least one must be a student of the University who—
(i) is not employed on a full-time basis (or on such other basis as the by-laws may prescribe) as a member of the academic or non-academic staff of the University, and
(ii) is elected by the students of the University.
(3) The members referred to in subsection (2) (a)–(c) are—
(a) to have such qualifications as may be prescribed by the by-laws, and
(b) to be elected in the manner prescribed by the by-laws.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8E Graduate members
8E Graduate members
8E Graduate members
(1) At least one member of the Council, or such greater number of members as may be prescribed by the constitution rules, must be external persons who are graduates of the University.
(2) The constitution rules may provide for the persons referred to in subsection (1) to become members of the Council in any one or more (or combination) of the following ways—
(a) by election as elected (graduate) members in the manner prescribed by the by-laws,
(b) by appointment by the Council under section 8F,
(c) by appointment by the Minister under section 8G.
(3) A rule providing for the appointment of a member by the Minister under section 8G may be made only with the approval of the Minister.
(4) The members referred to in subsection (1) are to have such qualifications (if any) as may be prescribed by the by-laws.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8F Council appointed members
8F Council appointed members
8F Council appointed members
(1) The Council may appoint as members of the Council such number of external persons as is prescribed by the constitution rules for the category of Council appointed members.
(2) The by-laws are to prescribe the procedures for the nomination of persons for appointment under this section.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8G Ministerially appointed members
8G Ministerially appointed members
8G Ministerially appointed members
(1) The Minister may appoint as members of the Council 2 external persons, or such greater number of external persons (not exceeding 6) as is prescribed by the constitution rules for the category of Ministerially appointed members.
(2) The Minister may not appoint a member of the Parliament of New South Wales, the Parliament of the Commonwealth or another State or the Legislative Assembly of a Territory as a Ministerially appointed member.
(3) Without limiting the discretion of the Minister under subsection (1), the Council may suggest to the Minister persons who the Council considers would be appropriate for appointment by the Minister.
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
8H Official members
8H Official members
8H Official members
The official members of the Council are the following—
(a) the Chancellor,
(b) the Vice-Chancellor,
(c) the person for the time being holding the office of President of the Academic Senate (if the person is not the Vice-Chancellor) or of Deputy President of the Academic Senate (if the President is the Vice-Chancellor).
ss 8A–8H: Ins 2012 (447), Sch 1 [1].
9 Term of office
9 Term of office
9 Term of office
(1) Subject to this Act, a member of the Council holds office as follows—
(a) in the case of an official member, while the member holds the office by virtue of which he or she is a member,
(b) in the case of a Ministerially appointed member or Council appointed member, for such term (not exceeding 4 years) as may be specified in the member’s instrument of appointment,
(c) in the case of an elected member other than an elected (graduate) member, for such term (not exceeding 2 years) as may be prescribed by the by-laws,
(d) in the case of an elected (graduate) member, for such term (not exceeding 4 years) as may be prescribed by the by-laws.
(2) The need to maintain an appropriate balance of experienced and new members on the Council must be taken into account—
(a) by the Council, when making the by-laws required under this section, and
(b) by the Minister and the Council, when appointing members to the Council.
(3) A person must not be appointed or elected to serve more than 12 consecutive years of office (unless the Council otherwise resolves in relation to the person).
s 9: Am 1989 No 130, Sch 2; 1999 No 85, Sch 1.27 [1]–[6]. Subst 2004 No 115, Sch 6 [2]. Am 2005 No 98, Sch 2.68. Subst 2012 (447), Sch 1 [1].
Division 2 Other officers and bodies
Division 2 Other officers and bodies
Division 2 Other officers and bodies
pt 3, div 2, hdg: Ins 2012 (447), Sch 1 [1].
10 Chancellor
10 Chancellor
10 Chancellor
(1) The Council shall—
(a) at its first meeting or as soon as practicable thereafter, and
(b) whenever a vacancy in the office of Chancellor occurs,
elect a person (whether or not a member of the Council) to be Chancellor of the University.
(2) The Chancellor, unless he or she sooner resigns or is removed from office as Chancellor or ceases to be a member of the Council, holds office for such period (not exceeding 4 years),
This is an opening excerpt, not the complete document.